Short Form Agreement for Subconsultant Engagement

(Commercial)Between: __________________________________________________________________________________________________(name of consultant)of ________________________________________________________________________________________________________(address of consultant)And: ______________________________________________________________________________________________________(name of subconsultant)of _______________________________________________________________________________________________________(address of subconsultant)Project: <name of project>Location: <location of Project>

Client: <Consultants client>

Scope and Purpose of Services:

Timetable for Performance of the Services:

Fees, Expenses and Payment:

Facilities and Information Supplied by the Consultant:

The Client has engaged the Consultant to provide certain services to the Project. The Consultant engages the Subconsultant to assist in theperformance of its obligations under its agreement with the Client by providing the Services described above or on the attached documents. TheSubconsultant agrees to perform the Services for the remuneration provided above. Both Parties agree to be bound by the provision of the Short FormModel Conditions of Subconsultant Engagement (overleaf) and any variations noted below. Once signed, this agreement, together with the conditionsoverleaf and any attachments, will replace all or any oral agreement previously reached between the Parties.

Variations to the Short Form Model Conditions of Subconsultant Engagement (overleaf):

Signed for the Consultant by:

Signed for the Subconsultant by:

Print Name:Date:

Print Name:Date:

ACENZ subconsultancy agreement

November 2006

Short Form Agreement for Subconsultant Engagement

(Commercial)1. The Subconsultant shall provide the Services as described above or in theattached documents in accordance with this Agreement. The Consultantand Subconsultant agree that the Services are acquired for the purposesof a business and that the provisions of the Consumer Guarantees Act1993 are excluded in relation to the Services.2.

12. If either Party is found liable to the other (whether in contract, tort orotherwise), and the claiming Party and/or a third party has contributed tothe loss or damage, the liable party shall only be liable to the proportionalextent of its own contribution.13. The Subconsultant shall not be liable for any loss or damage occurringafter a period of six years from the date on which the Services werecompleted, except to the extent of any formal claim made known to theSubconsultant before the expiry date.

In providing the Services, the Subconsultant must use reasonable skill,

care and diligence.

3. The Services and any required deliverables must be provided by the

Subconsultant by the time or times stated above. The Subconsultant mustimmediately give written notice to the Consultant if it becomes aware ofcircumstances that will or may affect the Subconsultants ability to providethe Services or provide the Services within the time or times stated orreferred to above.

14. The Subconsultant shall take out and maintain for the duration of theServices public liability insurance cover for a sum not less than$1,000,000, or such higher sum stated elsewhere in this Agreement, andprofessional indemnity insurance for the amount of liability under clause11. The Subconsultant shall use all reasonable endeavours to maintainthe professional indemnity insurance for the duration of liability statedunder clause 13.

4. The Consultant acknowledges that the Consultant is authorised by the

Client to engage the Subconsultant to assist in the provision of servicesunder its agreement with the Client. The Consultant accepts the conditionsof clauses 11, 12 and 13 on behalf of the Consultant and the Client and isresponsible to ensure that the Client is aware of the agreements.

15. Unless otherwise stated in this Agreement, the intellectual

property/copyright in all drawings, specifications, reports, software andother material prepared by the Subconsultant for the purposes of carryingout the Services shall, upon creation, be jointly owned by theSubconsultant and the Consultant. The Subconsultant confirms that allintellectual property rights prepared or created by the Subconsultant incarrying out the Services will not infringe the intellectual property or otherrights of any third party. The ownership of data and factual informationcollected by the Subconsultant shall, after payment by the Consultant, liewith the Consultant or, at the option of the Consultant, with the Client.

5. The Consultant must provide to the Subconsultant, free of cost, as soon

as practicable following any request, such information which is in itspossession and which it considers relevant to the Services. TheSubconsultant must not, without the Consultants prior written consent,use the information for purposes unrelated to the Services. In providingthe information to the Subconsultant, the Consultant shall ensurecompliance with the Copyright Act 1994 and shall identify any proprietaryrights that any other person may have in any information provided.

16. The Consultant must provide to the Subconsultant any health and safetymanagement plan operated by the Consultant and/or the Client which isrelevant to the Services. In the event that any employee, representative orcontractor of the Subconsultant is required to attend on-site, theSubconsultant shall procure that the employee, representative orcontractor complies with all site safety regulations and all reasonablerequests of the Consultant regarding on-site health and safety practices.

6. The Consultant may order a variation to the Services, or may ask theSubconsultant to propose a variation to the Services. The Consultant andthe Subconsultant shall agree, in writing, the cost and time of supply forthe variation. Where practicable, the value and time of supply of thevariation shall be agreed between the Consultant and the Subconsultantprior to the variation works commencing.

17. Unless otherwise agreed to in writing, neither party shall disclose to anythird party (other than for the purpose of taking legal advice in connectionwith a dispute), any information provided by the other pursuant to thisAgreement unless such disclosure is required by law. Notwithstanding theabove, the Consultant shall be entitled to disclose to the Client informationprovided to the Consultant by the Subconsultant as part of the Services.

7. The Consultant must pay the Subconsultant the fees and expensesidentified above or in the attached documents. The fees and expensesshall be adjusted if the Services are varied in accordance with thisAgreement.8. The Subconsultant shall be entitled to submit invoices on account of thefee and expenses (as may be adjusted in accordance with thisAgreement) at the times stated in the above particulars or, if no times arestated, monthly. The Consultant shall pay each invoice properly submittedwithin thirty (30) days of the invoice being sent to the Consultant. Latepayment shall constitute a default, which shall entitle the Subconsultant (a)to charge interest on the overdue amount from the due date for paymentto the date of actual payment at the Subconsultants overdraft rate plus2%, and (b) to suspend further performance of its obligations under thisAgreement. Payment of any invoice by the Consultant shall not implyapproval or acceptance of the Services by the Consultant or the Client.

18. The Consultant may suspend all or part of the Services or terminate theAgreement by notice to the Subconsultant. Upon receipt of the notice, theSubconsultant shall immediately make arrangements to stop the Servicesand minimise further expenditure. The Consultant and the Subconsultantmay (in the event the other Party is in material default) terminate theAgreement by notice to the other party. Suspension or termination shallnot prejudice or affect the accrued rights or claims and liabilities of theparties.19. The Subconsultant must not assign, transfer or subcontract all or part of itsrights or obligations under this Agreement without the prior writtenapproval of the Consultant.

9. Where the Services are carried out on a time charge basis, theSubconsultant may purchase such incidental goods and/or services as arereasonably required for the Subconsultant to perform the Services. Thecost of obtaining such incidental goods and/or services shall be payableby the Consultant. The Subconsultant shall maintain records which clearlyidentify time and expenses incurred.

20. If there is a dispute between the Parties in relation to this Agreement, or

any matter arising from it, the Parties will in good faith in the first instanceuse their best endeavours to resolve the dispute themselves. If the disputecannot be resolved by the parties themselves within a reasonable timethen they must explore whether the dispute can be resolved by use of analternative resolution technique.

10. To the extent that the amounts payable under this Agreement are notexpressed to be GST inclusive, an additional amount for the GST incurredby the Subconsultant shall be added to those amounts.

21. This Agreement is governed by the New Zealand law, the New Zealandcourts have jurisdiction in respect of this Agreement, and all amounts arepayable in New Zealand dollars.

11. The liability of the Subconsultant to the Consultant in respect of the

Services, whether in contract, tort or otherwise, shall be limited to thelesser of five times the value of the fees and $250,000. The Subconsultantshall only be liable to the Consultant and the Client for direct loss ordamage suffered by the Consultant or the Client as the result of a breachby the Subconsultant of the Subconsultants obligations under thisAgreement and shall not be liable for any loss of profits or revenue.ACENZ subconsultancy agreement